4//SEC Filing
Ashworth Richard M 4
Accession 0000896262-25-000077
CIK 0000896262other
Filed
Aug 13, 8:00 PM ET
Accepted
Aug 14, 4:01 PM ET
Size
23.2 KB
Accession
0000896262-25-000077
Insider Transaction Report
Form 4
AMEDISYS INCAMED
Ashworth Richard M
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Common Stock
2025-08-14−45,870→ 114,055 total - Disposition to Issuer
Common Stock
2025-08-14−114,055→ 0 total - Exercise/Conversion
Common Stock
2025-08-14+62,641→ 62,641 total - Disposition to Issuer
Common Stock
2025-08-14−62,641→ 0 total - Exercise/Conversion
Common Stock
2025-08-14+39,850→ 39,850 total - Disposition to Issuer
Common Stock
2025-08-14−39,850→ 0 total - Exercise/Conversion
Restricted Stock Unit (Performance-Based Vesting)
2025-08-14−62,641→ 0 total→ Common Stock (62,641 underlying) - Exercise/Conversion
Restricted Stock Unit (Performance-Based Vesting)
2025-08-14−39,850→ 0 total→ Common Stock (39,850 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-08-14−22,474→ 0 totalExercise: $79.82Exp: 2033-04-12→ Common Stock (22,474 underlying)
Footnotes (7)
- [F1]On August 14, 2025, UnitedHealth Group Incorporated ("UnitedHealth Group") acquired Amedisys, Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger dated as of June 26, 2023 (as modified by the waiver, dated December 26, 2024, the "Merger Agreement") by and among the Issuer, UnitedHealth Group and Aurora Holdings Merger Sub Inc., a wholly owned subsidiary of UnitedHealth Group ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of UnitedHealth Group. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share, of the Issuer (the "Common Stock") (other than certain excluded shares) automatically converted into the right to receive $101 per share in cash (the "Per Share Merger Consideration"), without interest and less any applicable withholding tax.
- [F2]Pursuant to the Merger Agreement, outstanding restricted stock units ("RSUs") of the Issuer were automatically converted into UnitedHealth Group RSUs, calculated by multiplying the number of Issuer RSUs by the quotient obtained by dividing the Per Share Merger Consideration by the volume-weighted average of the closing sale price per share of UnitedHealth Group common stock on each of the five full consecutive trading days ending on and including the third business day prior to the Merger closing date (the "Equity Award Exchange Ratio"), which continue to be subject to the same terms and conditions (including vesting and settlement terms) as were applicable to the Issuer RSUs.
- [F3]Reflects performance based restricted stock units ("PSUs") granted on April 12, 2023 which were originally scheduled to vest based on the achievement of certain performance criteria determined at the end of a three-year performance period. Pursuant to the Merger Agreement, PSUs of the Issuer were automatically converted into time-based vesting UnitedHealth Group RSUs, with the number of shares of UnitedHealth Group common stock subject to the UnitedHealth Group RSUs equal to (i) the number of shares of Common Stock underlying the Issuer PSUs based on target performance multiplied by (ii) the Equity Award Exchange Ratio. Except as described herein, the UnitedHealth Group RSUs will continue to be subject to the same terms and conditions as were applicable to the Issuer PSUs, and will vest on April 12, 2026.
- [F4]The PSUs were scheduled to cliff vest following a three-year performance period ending December 31, 2025 based on the Company's achievement of Adjusted EBITDA for 2023, as modified by the Company's three-year total shareholder return percentile rank compared to a pre-established comparator group (the "TSR Modifier"). On February 20, 2024, the Compensation Committee of the Issuer's Board of Directors certified achievement of 2023 Adjusted EBITDA performance at 127.23%, thereby resulting in the Reporting Person earning 39,850 PSUs. The amount reported represents 127.23% of the target number of PSUs originally awarded and assumes performance at target (100%) for the TSR Modifier pursuant to the terms of the Merger Agreement.
- [F5]Pursuant to the Merger Agreement, PSUs of the Issuer were automatically converted into time-based vesting UnitedHealth Group RSUs, with the number of shares of UnitedHealth Group common stock subject to the UnitedHealth Group RSUs equal to (i) the number of shares of Common Stock underlying the Issuer PSUs based on the amount actually earned for the 2023 Adjusted EBITDA performance measure and assuming target performance (100%) for the TSR Modifier, multiplied by (ii) the Equity Award Exchange Ratio. Except as described herein, the UnitedHealth Group RSUs will continue to be subject to the same terms and conditions as were applicable to the Issuer PSUs, and will vest on December 31, 2025.
- [F6]11,237 of the options are fully vested; the remaining 11,237 options are scheduled to vest on February 20, 2026.
- [F7]In connection with the Merger, stock option awards of the Issuer were automatically converted into an option to purchase a number of shares of common stock of UnitedHealth Group equal to the product of (i) the number of shares of Common Stock subject to the Issuer stock option multiplied by (ii) Equity Award Exchange Ratio, at an exercise price per share equal to (i) the exercise price of the Issuer stock option divided by (ii) the Equity Award Exchange Ratio. Except as described herein, the UnitedHealth Group options will continue to be subject to the same terms and conditions as were applicable to the existing Issuer stock option.
Documents
Issuer
AMEDISYS INC
CIK 0000896262
Entity typeother
Related Parties
1- filerCIK 0001617806
Filing Metadata
- Form type
- 4
- Filed
- Aug 13, 8:00 PM ET
- Accepted
- Aug 14, 4:01 PM ET
- Size
- 23.2 KB